-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DQPWgOFBFeNyTX/lD0KQiRoyDZkU604I9Us/E31u8yeR2nehPBIfg9Lnv71XpXzY m2OSIQ5OJd7u8bMRDTLiKw== 0000893838-98-000027.txt : 19980212 0000893838-98-000027.hdr.sgml : 19980212 ACCESSION NUMBER: 0000893838-98-000027 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATC GROUP SERVICES INC /DE/ CENTRAL INDEX KEY: 0000828828 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 460399408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-39966 FILM NUMBER: 98530714 BUSINESS ADDRESS: STREET 1: 104 E 25TH ST 10TH FLR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2123538280 MAIL ADDRESS: STREET 1: 104 EAST 25TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: ATC ENVIRONMENTAL INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WPG CORPORATE DEVELOPMENT ASSOCIATES V LP CENTRAL INDEX KEY: 0001048643 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133926620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: WEISS PECK & GREER PRIVATE EQUITY GROUP STREET 2: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004-1950 BUSINESS PHONE: 2129089500 MAIL ADDRESS: STREET 1: C/O WEISS PECK & GREER PRIVATE EQUITY GR STREET 2: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004-1950 SC 14D1/A 1 AMENDMENT NO. 7 TO SCHEDULE 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7 - Final Amendment) ---------------- ATC GROUP SERVICES INC. (Name of Subject Company) ACQUISITION CORP. ACQUISITION HOLDINGS, INC. WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P. WPG CORPORATE DEVELOPMENT ASSOCIATES V (OVERSEAS), L.P. (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 0000020671 (CUSIP Number of Class of Securities) Wesley W. Lang Acquisition Holdings, Inc. c/o Weiss, Peck & Greer, L.L.C. One New York Plaza New York, New York 10004 (212) 908-9500 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------- Copy To: Dennis J. Friedman, Esq. David M. Wilf, Esq. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, NY 10112 (212) 408-5100 ================================================================================ Acquisition Corp., Acquisition Holdings, Inc., WPG Corporate Development Associates V, L.P. and WPG Corporate Development Associates V (Overseas), L.P. hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, originally filed on December 4, 1997 and amended on December 5, 1997, January 15, 1998, January 22, 1998, January 28, 1998 and January 29, 1998 (the "14D-1"), with respect to their offer to purchase all outstanding shares of Common Stock, par value $.01 per share, of ATC Group Services Inc., a Delaware corporation, as set forth in this Amendment No. 7. Capitalized terms not defined herein shall have the meanings assigned thereto in the Offer to Purchase, attached as Exhibit (a)(1) to the 14D-1. Item 6. Interest in Securities of the Subject Company ------------------------------------------------------ The information set forth in the press release dated February 11, 1998, a copy of which is attached as Exhibit (a)(14), is incorporated herein by reference. Item 10. Additional Information -------------------------------- The information set forth in the press release dated February 11, 1998, a copy of which is attached as Exhibit (a)(14), is incorporated herein by reference. Item 11. Material to be Filed as Exhibits ------------------------------------------ (a)(14) Press Release Issued by Acquisition Corp. on February 11, 1998. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 11, 1998 WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P. By: WPG Private Equity Partners II, L.L.C. Title: General Partner By: /S/ WESLEY W. LANG --------------------------------- Name: Wesley W. Lang Title: Managing Member WPG CORPORATE DEVELOPMENT ASSOCIATES V (OVERSEAS), L.P. By: WPG CDA V (Overseas), Ltd. Title: General Partner By: /S/ WESLEY W. LANG --------------------------------- Name: Wesley W. Lang Title: President ACQUISITION HOLDINGS, INC. By: /S/ WESLEY W. LANG --------------------------------- Name: Wesley W. Lang Title: President 3 EXHIBIT INDEX (a)(14) Press Release issued by Acquisition Corp. on February 11, 1998. 4 EXHIBIT (a)(14) FOR IMMEDIATE RELEASE - --------------------- Weiss, Peck & Greer, L.L.C. - --------------------------- Contact: Grace M. Protos Vice President MacKenzie Partners, Inc. Tel: (212) 929-5500 ACQUISITION HOLDINGS, INC., ANNOUNCES COMPLETION OF MERGER WITH ATC GROUP SERVICES INC. NEW YORK, NY, February 11, 1998. Acquisition Holdings, Inc., an affiliate of WPG Corporate Development Associates V, L.P. and WPG Corporate Development Associates V (Overseas), L.P., announced today the completion of a merger between its direct wholly owned subsidiary, Acquisition Corp., and ATC Group Services Inc. as of 11:15 a.m. on Thursday, February 5, 1998. All outstanding shares of ATC not previously purchased in Acquisition Corp.'s tender offer were converted into the right to receive $12.00 per share in cash, without interest, less applicable withholding tax. In addition, each holder of options or warrants of ATC became entitled to receive, for each share formerly issuable upon exercise of such options or warrants, the difference between $12.00 and the exercise price per share of such options or warrants, without interest, less applicable withholding tax, without any need to exercise such options or warrants. # # # Weiss, Peck & Greer, L.L.C. is a private investment firm, founded in 1970, which manages in excess of $14 billion in public equities and fixed-income securities for institutional and individual clients worldwide. In addition to its money management activities, the firm has a twenty-seven year history as an investor of equity capital in over 200 venture capital and private equity transactions. Investments of the Private Equity Group are made through affiliated funds with $230 million of committed capital. 5 -----END PRIVACY-ENHANCED MESSAGE-----